Common use of Appointment of Sellers’ Representative Clause in Contracts

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8.

Appointment of Sellers’ Representative. (a) Each By delivery of a duly executed Letter of Transmittal, each of the Sellers by virtue of their approval of this Agreementirrevocably appoints Fremont Investors II, or in the case of WarrantholdersL.L.C., upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgementa Delaware limited liability company, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact for himfact, her or it and in histo act as its representative ("Sellers' Representative") under this Agreement and, her or its nameas such, placeto act, and stead as such Seller's agent (with full power of substitution), to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required take such action on such Seller's behalf with respect to be executed by such Seller pursuant all matters relating to this Agreement or any other Transaction Documentand the Transactions, including without limitation, to make negotiate, defend, settle and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement)compromise indemnification claims, to make all decisions relating sign receipts, consents and other documents to effect any of the determination of Adjusted Net Working Capital Transactions and to settle any indemnification claims made by Buyer take all actions necessary or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise appropriate in connection with the foregoing. All decisions and actions by the Sellers’ ' Representative’s performance hereunder , including any agreement between the Sellers' Representative and the Purchaser relating to indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by the Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VI, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith and any acts or omissions which by the Sellers’ ' Representative takes on behalf of shall not be liable to the Sellers in accordance with the terms of this limited power of attorneySellers. Sellers’ ' Representative shall provide Sellers with written notice of not have any amendmentsduties or responsibilities except those expressly set forth in this Agreement, waiverand no implied covenants, functions, responsibilities, duties, obligations or other material actions taken pursuant to liabilities shall be read into this Section 5.8Agreement or shall otherwise exist against the Sellers' Representative.

Appointment of Sellers’ Representative. 12.15 Sellers hereby designate (aand OSIL and Newco hereby consent to such designation) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints Wxxxx X. Xxxxxxx as the Sellers’ Representative, with full power Representative and authorizes Sellers’ Representative to execute any and all instruments or other documents on behalf of substitution and resubstitution, its true and lawful attorney-in-fact for him, her or it and in his, her or its name, placeSellers, and stead to signdo any and all other acts or things on behalf of Sellers, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may deem necessary or advisable, or that may be required pursuant to this Agreement or otherwise, in connection with the consummation of the transactions contemplated hereby and the performance of all obligations hereunder before, at or following the Closing. Without limiting the generality of the foregoing, Sellers’ Representative shall have the full and exclusive authority to (i) agree with OSIL and Newco with respect to any matter or thing required or deemed necessary by Sellers’ Representative in connection with the provisions of this Agreement calling for the agreement of Sellers, give and receive notices on behalf of all Sellers, and act on behalf of Sellers in connection with any matter as to which Sellers are or may be obligated under this Agreement or the Escrow Agreement, all in the absolute discretion of Sellers’ Representative, (ii) in general, do all things and perform all acts, including without limitation executing and delivering all agreements, certificates, receipts, consents, elections, instructions, instruments of transfer and 56 other instruments or cause documents contemplated by, or deemed by Sellers’ Representative to be done necessary or advisable in connection with, this Agreement, and (iii) take all actions necessary or desirable in connection with the defense or settlement of any indemnification claims pursuant to Part 10 and performance of obligations under Part 5, including to withhold funds for satisfaction of expenses or other liabilities or obligations or to withhold funds for potential indemnification claims made hereunder. Sellers shall cooperate with Sellers’ Representative and any accountants, attorneys or other agents whom he may retain to assist in carrying out his duties hereunder. All decisions by virtue hereof Sellers’ Representative shall be binding upon all Sellers, and no Seller shall have the right to make all determinations and elections hereunder and thereunder; providedobject, howeverdissent, that protest or otherwise contest the same. Sellers’ Representative may not amend this Agreement communicate with any Seller or any other Transactions Document Person concerning his responsibilities hereunder, but he is not required to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorneydo so. Sellers’ Representative has a duty to serve in good faith the interests of Sellers and to perform his designated role under this Agreement, but Sellers’ Representative shall provide have no financial liability whatsoever to any Person relating to his service hereunder (including any action taken or omitted to be taken), except that he shall be liable for harm that he directly causes by an act of willful misconduct. Sellers with written notice of shall jointly and severally indemnify and hold harmless Sellers’ Representative against any amendmentsloss, waiver, expense (including reasonable attorney’s fees) or other material actions taken pursuant to liability arising out of his service as Sellers’ Representative under this Section 5.8Agreement, other than for harm directly caused by an act of willful misconduct.

Appointment of Sellers’ Representative. (a) Each of By the Sellers by virtue of their approval execution and delivery of this Agreement, or in the case of Warrantholderseach Seller, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, other than CLIP hereby makes, irrevocably constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its XxXxxx Trust as the true and lawful agent and attorney-in-fact for him, her or it (the "Sellers' Representative") of such Seller with full authority and power of substitution to act in his, her or its the name, place, place and stead of such Seller with respect to signthe consummation of the transactions contemplated hereunder, executeincluding without limitation the power and authority to (a) execute any amendment to this Agreement (including, without limitation, the Disclosure Letter and Schedules hereto), or a waiver of any provision of this Agreement (including without limitation the waiver of any breach by the Buyer under this Agreement or the waiver of any condition precedent to Closing under Section VIII hereof), or prepare and deliver Updates, in each case as the Sellers' Representative shall deem necessary or appropriate in its sole discretion; (b) receive or deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) all notices required to be executed delivered to or sent by such Seller Sellers pursuant to this Agreement, (c) prepare the Closing Balance Sheet and deliver the same to Buyer and otherwise represent Sellers in, and control the disposition of, all matters related thereto, (d) receive, hold and deliver to the Buyer the certificates for the Tendered Shares and any other documents relating thereto, (e) execute, acknowledge, deliver, record and file all ancillary agreements (including the Escrow Agreement), certificates and documents which the Sellers' Representative deems necessary or appropriate in its sole discretion in connection with the consummation of the transactions contemplated by the terms and provisions of this Agreement and otherwise represent Sellers in, and control the disposition of, all matters related thereto, and (f) take any other action permitted or contemplated to be taken by the Sellers' Representative hereunder. The parties hereto understand and agree that the Sellers' Representative may, but shall be under no duty or obligation to, take or refrain from taking any or all of the above actions or any other Transaction Documentaction, to make and authorize amendments to, any taking or waivers of, this Agreement refraining from taking any or all of the above actions or any other Transaction Documents (action shall not create any duty or obligation to take or to refrain from taking any later or successive action. The Buyer and any other person may conclusively and absolutely rely, without inquiry, upon any action of the Sellers' Representative as the action of each Seller, other than the Warrant Cancellation CLIP, in all matters referred to herein, and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming each such Seller confirms all that the Sellers’ ' Representative may shall do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group its appointment of Sellers' Representative. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised All actions by the Sellers’ ' Representative are acknowledged by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation parties hereto to be taken by it solely as agent and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8than CLIP.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval By execution of this Agreement, or in the case of Warrantholders, upon validly executing Sellers hereby irrevocably and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints unconditionally appoint Jxx Xxxxxxxx as the Sellers’ RepresentativeRepresentative of all Sellers, with full power of substitution and resubstitution, its true and lawful as the attorney-in-fact for him, her or it and in his, her or its name, placeon behalf of each such Seller, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all irrevocably agree that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised taking by the Sellers’ Representative of any and all actions and the making of any decisions required or permitted to be taken by listing it or by a Seller under this Agreement or any Transaction Documents to which the Sellers executing such are a party are hereby authorized and approved in all respects, including without limitation the exercise of the power to (i) receive from Purchaser and disburse to Sellers any payments constituting any part of the Purchase Price and receive and disburse from and to any Party or any Third Party which may be contemplated to be made under the Transaction Document Documents, (other than ii) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims or disputes, (iii) resolve any indemnification claims or disputes, and (iv) take all actions necessary in the Warrant Cancellation and Payment Acknowledgement) with the single signature judgment of the Sellers’ Representative acting as attorney-in-fact for such Sellersthe accomplishment of the other terms, conditions and limitations of this Agreement and the Transaction Documents. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the The Sellers’ Representative from any has authority and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes power to act on behalf of the Sellers in accordance with respect to this Agreement and the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendmentsother Transaction Documents and the disposition, waiver, settlement or other material actions handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Section 5.8Agreement and the other Transaction Documents. The Sellers irrevocably agree to be bound by all and any such actions taken by the Sellers’ Representative in connection with this Agreement and the other Transaction Documents to which the Sellers are a party, and Sellers and Purchaser shall only be required to acknowledge or act upon written communication signed by the Sellers’ Representative. Each Seller agrees that he, she or it has not, and will not, threaten or commence or join any legal action, which term includes, without limitation, any demand for arbitration proceedings and any complaint to any foreign, federal, state or local agency, court or other tribunal, to assert any claim against the Sellers’ Representative or its advisors for acting in such capacity with respect to this Agreement or the other Transaction Documents. If any Seller commences or joins any such prohibited legal action against the Sellers’ Representative, such Seller agrees to promptly indemnify Sellers’ Representative and advisers of Sellers’ Representative for all losses, liabilities, reasonable costs or expenses, including without limitation all reasonable fees, disbursements and other charges of attorneys incurred by Sellers’ Representative and/or its advisers in defending such action as well as any monetary judgment obtained against the Sellers’ Representative in such action. The Sellers’ Representative may resign at any time upon 30 days written notice to the Sellers.

Appointment of Sellers’ Representative. (a) Each Seller hereby irrevocably appoints Sellers’ Representative as of the Sellers by virtue of their approval of this AgreementClosings to serve as such Seller’s representative with respect to all matters set forth in, or in connection with, this Agreement and the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the agreements ancillary hereto to be performed by Sellers’ Representative. Sellers’ Representative shall serve as each Seller’s agent, proxy and attorney-in-fact, with full power of substitution substitution, for all purposes of this Agreement and resubstitutionthe agreements ancillary hereto (including the full power and authority on such Seller’s behalf) (i) to consummate the transactions contemplated by the Transaction Documents, its true (ii) to utilize the Sellers’ Representative Holdback Amount to pay expenses incurred by or on behalf of Sellers or Sellers’ Representative in connection with the transactions contemplated by the Transaction Documents (whether incurred on or after the date of this Agreement), (iii) to calculate any amounts payable to such Seller pursuant to this Agreement, (iv) to execute such further agreements or instruments of assignment in accordance with this Agreement, or as Buyer may reasonably request, or which Sellers’ Representative shall consider necessary or proper to effectuate the transactions contemplated by the Transaction Documents, all of which shall have the effect of binding Sellers as if each of them had personally executed such agreement or instrument, (v) to resolve any adjustments or issues relating to any component of the Closing Payment, (vi) to receive notices and lawful other deliverables hereunder on behalf of any Seller, (vii) to dispute, compromise, settle and pay any claims made in connection with this Agreement and (viii) to do each and every act and exercise any and all rights which such Seller is permitted or required to do or exercise under this Agreement. Such agency, proxy and attorney-in-fact for himand all authority granted hereunder are coupled with an interest, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than are therefore irrevocable without the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination consent of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvencydissolution or liquidation of such Person. If, dissolutionafter the execution of this Agreement, any Seller dissolves or cessation of existence of the applicable Seller. This power of attorney may be exercised by the liquidates then Sellers’ Representative is nevertheless authorized, empowered and directed to act in accordance with this Agreement as if that dissolution or liquidation had not occurred and regardless of notice thereof. All decisions and actions by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which , including with respect to the Sellers’ Representative takes on behalf allocation of the Sellers in accordance with Closing Payment and Final Purchase Price payable to each Seller, shall be binding upon each Seller as if such Seller had taken such decisions or actions, and no Seller shall have the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendmentsright to object, waiverdissent, protest or other material actions taken pursuant to this Section 5.8otherwise contest the same.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby irrevocably makes, constitutes and appoints the Sellers’ Representative, with full power of substitution Xxxxxx X. Xxxxxxx as his exclusive agent and resubstitution, its true and lawful attorney-in-fact for himwith full power of substitution to do any and all things and execute any and all documents which may be necessary, her convenient or it and in his, her or its name, place, and stead appropriate to sign, execute, and deliver any Transaction Documents (other than facilitate the Warrant Cancellation and Payment Acknowledgement) required to be executed consummation of the transactions contemplated by such Seller pursuant to this Agreement or any other Transaction Documentand the Purchase Agreement, to make and authorize amendments including but not limited to, or waivers of, this Agreement or any other Transaction Documents : (other than the Warrant Cancellation and Payment Acknowledgement), to i) make all decisions relating to the determination of Adjusted Net the Actual Closing Date Working Capital Amount; (ii) make all decisions relating to the distribution of any amounts payable or distributable to Seller hereunder; (iii) execution and to settle any indemnification claims made by Buyer or delivery, on behalf of Seller, of the Escrow Agreement and any other Indemnitee pursuant to the terms of document required by this Agreement or the Purchase Agreement; (iv) receipt of payments hereunder and under the Escrow Agreement and the disbursement thereof to Seller and others; (v) receipt and forwarding of notices and communications pursuant to this Agreement, the Purchase Agreement and the Escrow Agreement; (vi) administration of this Agreement, the Purchase Agreement and the Escrow Agreement, including the resolution of any other Transaction Document dispute or claim; (other than vii) the Warrant Cancellation and Payment Acknowledgement) (including disputes resolution, settlement, or compromise of any claim for indemnification asserted against Seller pursuant to Section 2.123.1(a); (viii) asserting, hereby ratifying on behalf of Seller, claims for indemnification under Section 3.1(b) and confirming resolving, settling or compromising all that the Sellers’ Representative may do or cause to be done by virtue hereof such claims; and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iiiix) take any action pursuant hereto that could disproportionately affect any Seller all actions necessary or group of Sellers without appropriate in the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature judgment of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf accomplishment of the Sellers foregoing, in accordance with each case without having to seek or obtain the terms consent of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, Seller or other material actions taken pursuant to this Section 5.8Person under any circumstance.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, Xxxxx X. Xxxxxxx as its true and lawful attorney-in-fact fact, agent and representative (the Seller’s Representative), with full power of substitution and re-substitution, for him, her or it each Seller and in his, her or its its/his name, placeplace and xxxxx, in any and stead all capacities, to signnegotiate and sign all amendments to this Agreement and all other documents in connection with the transactions contemplated by this Agreement, executeincluding without limitation those instruments called for by this Agreement and all waivers, consents, instructions, authorizations and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to actions called for, contemplated or that may otherwise be executed by such Seller pursuant to necessary or appropriate in connection with this Agreement or any other Transaction Documentof the foregoing agreements or instruments, and receive the sales proceeds owed to make and authorize amendments to, or waivers of, Seller under this Agreement and disburse the same according to Seller’s interest set forth on Exhibit “B,” granting unto the Seller’s Representative full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such Seller might or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)could do, hereby ratifying and confirming all that the Sellers’ Representative Seller’s Representative, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof hereof, including without limitation the power and authority to make receive and give receipt for all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any consideration due such Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8Agreement and to receive all notices, requests and demands that may be made under and pursuant to this Agreement. Should the Seller’s Representative be unable or unwilling to serve, Seller agrees that the Seller shall appoint a successor to serve in its stead. Buyer shall be entitled to rely and be protected in relying on the authority, actions and decisions of the Seller’s Representative, and Buyer will have no liability to and shall be held harmless by Seller and his/its successors and assigns with respect to any matter arising out of, either directly or indirectly, the Buyer’s good faith reliance upon such authority, actions or decisions of the Seller’s Representative.

Appointment of Sellers’ Representative. Each Significant Shareholder hereby, and each Seller that is not a Significant Shareholder (ai) Each upon execution and delivery of the Sellers by virtue Joinder Agreement in respect of their approval such Seller’s Cargo Common Shares, (ii) upon execution and delivery of this Agreement, or the Joinder Agreement in respect of such Seller’s Cargo Options and (iii) upon execution and delivery of the case Joinder Agreement in respect of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makessuch Seller’s Cargo Warrants, constitutes and appoints the Sellers’ RepresentativeSellers Representative as his, with full power of substitution and resubstitution, her or its true and lawful attorney-in-fact to act for himand on behalf of such Seller in all matters relating to or arising out of this Agreement, her including specifically, but without limitation: (a) to act for such Seller with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of Sellers and to transact matters of litigation; (b) to negotiate, execute and deliver all waivers under and amendments to this Agreement, ancillary agreements (including, without limitation, the Escrow Agreement), certificates and documents that Sellers Representative deems necessary or it and appropriate in hisconnection with the consummation of the transactions contemplated by this Agreement; (c) to receive funds, her or its namemake payments of funds, placegive receipts for funds, including in respect of any Net Asset Value Adjustment, and stead execute and deliver written instructions to sign, executethe Escrow Agent on behalf of Sellers; (d) to receive funds pursuant to the release from the Escrow Fund or otherwise for the payment of expenses of Sellers, and deliver apply such funds in payment for such expenses; (e) to withhold amounts otherwise due to any Transaction Documents Seller to compensate Sellers Representative or any other Seller for, and to the extent of, the breach by any such Seller of this Agreement, and for the payment of any claim for indemnification contemplated by this Agreement; (other than f) to condition the Warrant Cancellation and Payment Acknowledgement) required disbursement of any funds to be executed by such any Seller pursuant to this Agreement or the Escrow Agreement upon receipt of an undertaking from such Seller to provide such Seller’s proportionate amount of any other Transaction Document, claim for indemnification contemplated by this Agreement; and (g) to make and authorize amendments to, do or waivers of, this Agreement refrain from doing any further act or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions deed on behalf of Sellers that Sellers Representative deems necessary or appropriate in its sole discretion relating to the determination subject matter of Adjusted Net Working Capital this Agreement as fully and completely as Sellers could do if personally present. Each such Seller agrees to settle any indemnification claims made be fully bound by Buyer or any other Indemnitee the acts, decisions, consents, instructions and agreements of Sellers Representative taken and done pursuant to the terms of this Agreement or any other Transaction Document authority herein granted, and each Seller hereby confirms that (other than the Warrant Cancellation and Payment Acknowledgementi) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Sellers Representative may shall do or cause to be done by virtue hereof of his appointment as Sellers Representative of Sellers all such things and (ii) ABX, Acquisition and the Escrow Agent may rely on such acts, decisions, consents, instructions and agreements of Sellers Representative. Each Seller hereby agrees to indemnify and to make all determinations save and elections hold harmless Sellers Representative from any Losses incurred by Sellers Representative based upon or arising out of any act, whether of omission or commission, of Sellers Representative pursuant to the authority herein granted, other than acts, whether of omission or commission, of Sellers Representative that constitute gross negligence or willful misconduct in the exercise by Sellers Representative of the authority herein granted. Sellers Representative, or any successor hereafter appointed, may resign and shall be discharged of his duties hereunder and thereunderupon the appointment of a successor Sellers Representative, as hereinafter provided; provided, howeverthat in the event such proposed successor is not an Affiliate of an Significant Shareholder, such appointment shall not be effective without the written consent of ABX, which consent shall not be unreasonably withheld. In case of such resignation, or in the event of the death or inability to act of the then-acting Sellers Representative, a successor shall be named from among Sellers by Sellers holding a majority of the Cargo Common Shares immediately prior to Closing; provided, that Sellers’ in the event such proposed successor is not an Affiliate of an Significant Shareholder, such successor shall be subject to the approval of ABX, which approval shall not be unreasonably withheld. Each such successor Sellers Representative may not amend this Agreement or any other Transactions Document shall have all the power, authority, rights and privileges hereby conferred upon the original Sellers Representative, and the term “Sellers Representative” as used herein shall be deemed to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation include such successor Sellers Representative. The appointment of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney Representative shall be deemed coupled with an interest and is shall be irrevocable, and shall survive ABX and any other Person (including, without limitation, the Closing Escrow Agent) may conclusively and deathabsolutely rely, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholderwithout inquiry, upon validly executing any action of Sellers Representative in all matters referred to herein. All notices required to be made or delivered by ABX to Sellers shall be made to Sellers Representative for the benefit of Sellers and delivering the Warrant Cancellation and Payment Acknowledgementshall discharge in full all notice requirements of ABX to Sellers with respect thereto. ABX may conclusively rely upon, as the case may bewithout independent verification or investigation, hereby forever releases and discharges the Sellers’ all decisions made by Sellers Representative from any and all liability which may arise in connection with this Agreement as being the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf decisions of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to respect thereto. The Sellers Representative hereby accepts appointment as the “Sellers Representative” under this Section 5.8Agreement.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing Seller Party hereby irrevocably appoints Xxxxxxxx as such Seller Party’s representative and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him(the “Sellers’ Representative”), her or it to act in such Seller Party’s behalf and in hiswith the discretionary authority to make any and all decisions contemplated by this Agreement, her or its name, place, and stead including the authority to sign(i) agree to, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant amendment to this Agreement Agreement, (ii) give and receive notices and communications to or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions from Buyer relating to this Agreement, the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement Escrow Agreement, or any other Transaction Document or the Transactions; (other than iii) pursue claims against Buyer; (iv) defend or participate in the Warrant Cancellation defense of any claims for indemnification pursuant to ARTICLE 8 in accordance with the indemnification procedures set forth therein; (v) authorize deliveries to Buyer of all or part of the Purchase Price Adjustment Escrow Fund and Payment Acknowledgementthe Indemnification Escrow Fund in satisfaction of any claims under Section 1.5 or for indemnification pursuant to ARTICLE 8 or otherwise as contemplated by this Agreement; (vi) object to any claims for indemnification pursuant to ARTICLE 8; (including disputes vii) consent or agree to, negotiate, or enter into settlements and compromises, of, and comply with Orders with respect to, any claims for indemnification pursuant to ARTICLE 8; (viii) contest the Closing Working Capital and any claimed adjustment to the Purchase Price pursuant to Section 2.12)1.5; (ix) consent or agree to any waiver of any of its terms or conditions; (x) take all actions of Seller Parties and execute and deliver all consents, hereby ratifying instruments, or others documents of Seller Parties as are required by this Agreement; (xi) receive service of process in connection with claims under this Agreement or the Escrow Agreement; and confirming (xii) take all that actions necessary or appropriate in the judgment of Sellers’ Representative may do for the accomplishment of the foregoing, in each case without having to seek or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability obtain the consent of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take Party under any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellerscircumstance. This The foregoing power of attorney is a special power of attorney coupled with an interest - 7 - and will be irrevocable. With respect to each Seller Party who is irrevocablean individual, and shall survive the Closing and this power of attorney is not affected by any subsequent death, disability, legal incapacityor incapacity of such Seller Party. In all cases, bankruptcy, insolvency, dissolution, or cessation of existence regardless of the applicable Seller. This nature of such Seller Party, the foregoing power of attorney may be exercised by the Sellers’ Representative either by signing separately as attorney-in-fact for each Seller Party or, after listing the Sellers all Seller Parties executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the an instrument, by a single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellersall of the Seller Parties. Each SellerAny notice or communication given or received by, and any decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or in the case of each Warrantholderinstruction of, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative shall constitute a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of all the Seller Parties and shall be final, binding and conclusive upon each such Seller Party and such Seller Party’s successors as if expressly confirmed and ratified in writing by such Seller Party; and each Buyer Indemnified Person shall be entitled to rely exclusively upon any such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction as being a notice or communication to or by, or a decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of, each and every such Seller Party. Buyer, the other Buyer Indemnified Persons and the Escrow Agent are hereby relieved from any and all liability which may arise Liability to any Person for any acts done by them in connection accordance with such notice, communication, decision, action, failure to act within a designated period of time, agreement, consent, settlement, resolution or instruction of the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms . The provisions of this limited power of attorney. Sellers’ Representative subsection (a) shall provide Sellers with written notice of govern, notwithstanding any amendments, waiver, or other material actions taken pursuant to provisions contained within this Section 5.8Agreement (including subsections (b) and (c) below).

Appointment of Sellers’ Representative. The Sellers hereby authorize, Jeffrey L. Rothenberger (athe "Sellers' Representative") Each of as the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the attornxx-xx-xxxx xx xxxx xx xhe Sellers’ Representative, with full power and authority to administer the transactions contemplated by this Agreement and the Escrow Agreement, including (i) delivering the Total Value Certificate, (ii) executing the Escrow Agreement and amending or waiving, on behalf of substitution each Seller, any provision of this Agreement and resubstitutionthe Escrow Agreement, its true (iii) resolving and lawful attorney-in-fact for himdefending, her or it and in hison behalf of each Seller, her or its name, placeany dispute with respect to Sellers' indemnification obligations under Section 9.2(a), and stead entering into any agreement to signeffectuate any of the foregoing which shall have the effect of binding such Seller as if the Seller had personally entered into such an agreement, execute, and deliver any Transaction Documents (iv) taking all other than the Warrant Cancellation and Payment Acknowledgement) required actions expressly contemplated to be executed taken by such Seller pursuant the Sellers' Representative in this Agreement or the Escrow Agreement and (v) taking all other action under or related to this Agreement or any of the other Transaction DocumentDocuments, including the Escrow Agreement which, in his discretion, he may consider necessary or proper to make and authorize amendments to, or waivers of, effectuate the transactions contemplated by this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital related documents and to settle resolve any indemnification claims made by dispute, on behalf of each Seller with Holdings, Buyer or the Company, as appropriate, over any other Indemnitee pursuant to the terms aspect of this Agreement or any of the other Transaction Document (other than Documents, including the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant Escrow Agreement, and, on behalf of each Seller, to Section 2.12), hereby ratifying and confirming all that enter into any agreement to effectuate any of the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunderforegoing which shall have the effect of binding such Seller as if the Seller had personally entered into such an agreement; provided, however, (i) that the Sellers’ ' Representative shall have no obligation to make any amendments to this or any related agreement and (ii) that all actions taken or decisions made by the Sellers' Representative on behalf of the Sellers shall be taken or made in a manner which is ratably and equitably amongst all Sellers. Holdings, Buyer and the Company shall be able to rely conclusively on the actions, instructions and decisions of the Sellers' Representative as to the final determination of the Total Value, Cash Purchase Price and other matters set forth on the Total Value Certificate, the defense or settlement of any claims for indemnification by any Buyer Party pursuant to Section 9.2(a) hereof or with respect to any other actions required to be taken or expressly permitted to be taken by the Sellers' Representative hereunder in any of the other Transaction Documents, including the Escrow Agreement. None of Holdings, Buyer or the Company shall be liable to any Seller for any Losses or other damages resulting from reliance on the actions, instructions and decisions of the Sellers' Representative. Each Seller shall hold the Sellers' Representative harmless from any and all Loss, damage, or liability and expense (including legal fees) which such Seller may sustain as a result of any action taken in good faith by the Sellers' Representative. The Sellers' Representative shall incur no liability to the Sellers with respect to any action taken, omitted or suffered by the Sellers' Representative in reliance upon any notice, direction, instruction, consent, statement or other document believed by him to be genuine and duly authorized, nor for any action or inaction required or permitted to be taken or omitted or suffered by him hereunder or in the Escrow Agreement, except to the extent resulting from the Sellers' Representative's own willful misconduct. The Sellers shall hold the Sellers' Representative harmless from any and all Losses that the Sellers' Representative may not amend sustain as a result of any action taken in good faith by the Sellers' Representative in accordance with this Agreement or any other Transactions Document the Escrow Agreement. The Sellers' Representative shall be able to (i) create any personal conclusively rely on advice of counsel in the performance of his duties hereunder and shall incur no liability to the Sellers for such reliance in good faith. Each Contributing Seller shall be responsible for its Indemnification Share of any indemnification and holding harmless of the Escrow Agent that may be or become the responsibility of the Sellers pursuant to the Escrow Agreement. Notwithstanding any provision to the contrary in this Agreement, in the event funds are distributed from the Escrow Account to the Sellers' Representative and certain Escrow Funds have been recovered by any of the Buyer Parties pursuant to claims made against the Escrow Account pursuant to Section 9.2(b) above or Section 9.2(a) above which could have been made against an individual Seller hereunder or thereunderpursuant to Section 9.2(b) above, (ii) to increase then the maximum aggregate indemnification obligation of Sellers beyond Sellers' Representative may reallocate the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent distribution of such affected proceeds received from the Escrow Funds in good faith to deduct any amounts which any of the Buyer Parties received from the Escrow Funds with respect to a claim which was made or could have been made pursuant to Section 9.2(b) above from the Seller which caused such Loss as a result of any breach of such Seller's representations, warranties, covenants or group other agreements set forth herein. Contributing Sellers representing an aggregate Indemnification Share in excess of 50%, in the aggregate, may vote to remove the Sellers' Representative with or without cause and appoint a successor. Upon the death, permanent disability, resignation or removal of the Sellers' Representative, a successor Sellers' Representative who shall be reasonably acceptable to Holdings and Buyer shall be elected by Contributing Sellers representing an aggregate Indemnification Share in excess of 50%, in the aggregate. This appointment and power of attorney is a special power of attorney shall be deemed as coupled with an interest and is irrevocableall authority conferred hereby shall be irrevocable and shall not be subject to termination by operation of law, whether by the death, incapacity, liquidation or dissolution of each Seller or the occurrence of any other event or events, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This Sellers' Representative may not terminate this power of attorney may be exercised by with respect to any Seller or any Seller's successors or assigns without the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation consent of Holdings and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8Buyer.

Appointment of Sellers’ Representative. (a) Each The Sellers hereby appoint, as of the Agreement Date, Intervale Capital Fund, L.P. as the representative of the Sellers as described in this Section 11.7 and elsewhere in this Agreement (in such capacity, the “Sellers’ Representative”). The Sellers’ Representative is designated as the attorney-in-fact and agent for and on behalf of each Seller and their respective heirs, personal representatives, successors and assigns with respect to the post-Closing adjustments contemplated by virtue ARTICLE III, claims for indemnification under this ARTICLE XI and the taking by the Sellers’ Representative of their approval any and all actions and the making of any decisions required or permitted to be taken by the Sellers’ Representative under this Agreement or the Escrow Agreement, including the exercise of the power to: (i) act as paying agent of the Sellers for purposes of receiving and distributing all amounts paid by Buyer to the Sellers under this Agreement, including the Closing Date Payment and any payments made pursuant to ARTICLE III, or disbursed by the Escrow Agent to the Sellers under the Escrow Agreement, (ii) authorize the release or delivery to Buyer of all or any portion of the Escrow Amounts in satisfaction of the obligations (if any) with respect to the post-Closing adjustments contemplated by ARTICLE III and indemnification claims by any Buyer Indemnified Person pursuant to this ARTICLE XI; (iii) agree to, negotiate, enter into settlements and compromises of, and comply with orders of courts with respect to, such indemnification claims; (iv) litigate, arbitrate, resolve, settle or compromise any claim for indemnification made pursuant to this ARTICLE XI; (v) withhold from any amounts otherwise payable to a Seller hereunder, or pursue and seek payment from a Seller of, any Damages arising out of or resulting from a breach of any representation or warranty that specifically relates to such Seller’s ownership of Company Common Stock or Company Options; (vi) seek and pursue any claims against third parties that any of the Sellers may have in respect of any Damages recovered by a Buyer Indemnified Person hereunder and (vii) take all actions necessary in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. The Sellers’ Representative shall have authority and power to act on behalf of the Sellers with respect to the disposition, settlement or other handling of the adjustments contemplated by ARTICLE III and all claims under this ARTICLE XI and all rights or obligations arising under ARTICLE III and this ARTICLE XI or otherwise as contemplated by this Agreement. The Sellers shall be bound by all actions taken and documents executed by the Sellers’ Representative in connection with ARTICLE III and this ARTICLE XI, and Buyer shall be entitled to rely on any action or decision of the Sellers’ Representative. In performing the functions specified in this Agreement, the Sellers’ Representative may act upon any instrument or other writing believed by the Sellers’ Representative in good faith to be genuine and to be signed or presented by the proper Person and shall not be liable in connection with the performance of its duties pursuant to the provisions of this Agreement and the Escrow Agreement. The Sellers’ Representative shall be indemnified and held harmless by the Sellers (out of funds that otherwise are to be distributed from the Indemnity Escrow Fund to the Sellers, if any, upon termination of the Escrow Agreement or other amounts paid to the Sellers’ Representative on behalf of the Sellers pursuant to ARTICLE III, as described in this Section 11.7) from and against any loss, liability or expense incurred on the part of the Sellers’ Representative and arising out of or in connection with the case acceptance or administration of Warrantholdersits duties hereunder, upon validly executing and delivering except to the Warrant Cancellation and Payment Acknowledgementextent a loss, hereby makesliability or expense arises from the bad faith, constitutes and appoints fraud or gross negligence of the Sellers’ Representative in the administration of its duties hereunder. Except to the extent of the bad faith, fraud or gross negligence of the Sellers’ Representative, each Seller hereby releases, waives and agrees not to xxx the Sellers’ Representative or any of its equityholders, officers, Affiliates, employees, agents or representatives for any and all Damages, including, without limitation, statutory or common law rights of contribution or cost recovery, judgments or expenses which may now exist or which may hereafter arise in connection with full power of substitution and resubstitutionthe Company, its true and lawful attorney-in-fact for him, her any Company Subsidiary or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed matter addressed by such Seller pursuant to this Agreement or any other Transaction Document, to make . Any out-of-pocket costs and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than expenses incurred by the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to Sellers’ Representative in connection with actions taken by the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee Sellers’ Representative pursuant to the terms of ARTICLE III or this Agreement Section 11.7 or any other Transaction Document otherwise in connection with this Agreement, including the hiring of legal counsel and the incurring of legal fees and costs (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12“Representative Expenses”), hereby ratifying and confirming all that shall be the responsibility of the Sellers. Without limiting the generality of the foregoing, the Sellers’ Representative may do or cause shall have full power and authority to be done by virtue hereof interpret all the terms and provisions of this Agreement and the Escrow Agreement, and to make all determinations and elections hereunder and thereunder; providedconsent to any amendment hereof or thereof, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of all the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendmentsand their respective heirs, waiver, or other material actions taken pursuant to this Section 5.8successors and assigns.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this AgreementSeller hereby appoints Raymond A. Frick, or Jr. or, in the case of Warrantholdersevent Raymond A. Frick, upon validly executing and delivering Jr. dies, bexxxxx xxxxxxxx xx xx no longer able or xxxxxxx xx xxxxx xx xuch capacity, then John D. DePaul (the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him"SELLERS' REPRESENTATIVE") to act as his, her or it and in xxx xxxxx xxx the purposes of: (i) delivering to Buyer his, her or its name, place, respective Company Shares; (ii) accepting from Buyer the payment of the immediately available funds portion of the Purchase Price and stead distributing to sign, execute, and deliver each Seller his respective portion of such funds; (iii) receiving any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) notice required or desired to be executed given to Sellers by such Seller Buyer pursuant to this Agreement Agreement; (iv) changing the time, date or place of the Closing; (v) granting any consent or waiver required or desired of Sellers by Buyer pursuant to this Agreement; (vi) amending this Agreement; (vii) terminating or agreeing to terminate this Agreement; (viii) authorizing the distribution to Buyer of all or any other Transaction Document, to make and authorize amendments portion of the Escrow Fund; (ix) agreeing to, or waivers negotiating, entering into settlements and compromises of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating agreeing to the determination payment to Buyer of Adjusted Net Working Capital any amounts in respect of Damages for which Buyer is entitled to be indemnified pursuant to SECTION 8 hereof; (x) agreeing, negotiating, entering into settlements and compromises with respect to the calculation of the Estimated Purchase Price at Closing and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant post-Closing adjustment to the terms Purchase Price, all in accordance with SECTION 2 hereof; and (xi) executing all documents and delivering all documents contemplated by this Agreement. Each Seller shall execute and have notarized a Power of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant Attorney to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to ' Representative, which Power shall be done by virtue hereof irrevocable and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocablefor his appointment. A decision, and shall survive the Closing and deathact, disability, legal incapacity, bankruptcy, insolvency, dissolution, consent or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature instruction of the Sellers’ ' Representative acting as attorney-in-fact authorized hereunder shall constitute a decision for such Sellers. Each all Sellers and shall be final, binding and conclusive upon each Seller, and Buyer 58 may rely upon any such decision, act, consent or in the case instruction of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ ' Representative as being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and to any person for any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers undertaken by Buyer in accordance with such decision, act, consent or instruction from the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8' Representative.

Appointment of Sellers’ Representative. (a) Each a)Each of the Sellers by virtue of their approval of this Agreementirrevocably appoints Fremont, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, as its true and lawful attorney-in-fact for himfact, her or it and in histo act as its representative ("Sellers' Representative") under this Agreement and, her or its nameas such, placeto act, and stead as such Seller's agent (with full power of substitution), to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required take such action on such Seller's behalf with respect to be executed by such Seller pursuant all matters relating to this Agreement or any other Transaction Documentand the Transactions, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement)including without limitation, to make all decisions determinations, agreements and settlements relating to the determination working capital procedures set forth in Section 2.8, to negotiate, defend, settle and compromise indemnification claims, to sign receipts, consents and other documents to effect any of Adjusted Net Working Capital the Transactions and to settle any indemnification claims made by Buyer take all actions necessary or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise appropriate in connection with the foregoing. All decisions and actions by Sellers’ ' Representative’s performance hereunder , including any agreement between Sellers' Representative and Purchaser relating to indemnification obligations of the Sellers under Article VIII, including the defense or settlement of any claims and the making of payments with respect hereto, shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. Sellers' Representative shall incur no liability to the Sellers with respect to any action taken or suffered by the Sellers in reliance upon any notice, direction, instruction, consent, statement or other documents believed by Sellers' Representative to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification obligations of the Sellers under Article VIII, including the defense or settlement of any claims and the making of payments with respect thereto. The Sellers' Representative may, in all questions arising under this Agreement rely on the advice of counsel, and for anything done, omitted or suffered in good faith and any acts or omissions which by Sellers' Representative shall not be liable to the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ ' Representative shall provide Sellers with written notice of not have any amendmentsduties or responsibilities except those expressly set forth in this Agreement, waiverand no implied covenants, functions, responsibilities, duties, obligations or other material actions taken pursuant to liabilities shall be read into this Section 5.8Agreement or shall otherwise exist against Sellers' Representative.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby makes, constitutes and appoints the Sellers’ RepresentativeRepresentative as his, with full power of substitution and resubstitution, her or its true and lawful attorney-in-fact to act for himand on behalf of such Seller: (a) in all matters expressly identified in this Agreement as being the right, her responsibility or it obligation of Sellers’ Representative, (b) to execute and deliver, on behalf of all Sellers, the Escrow Agreement and any and all waivers under and amendments thereto, including any certificates, written instructions to the Escrow Agent and any other documents that Sellers’ Representative deems necessary or appropriate in his, her connection with the consummation of the Escrow Agreement; and (c) to direct the release from the Escrow Fund or its name, placeotherwise for the payment of expenses of Sellers related thereto, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required apply such funds in payment for such expenses. Each such Seller agrees to be executed fully bound by such Seller pursuant to this Agreement or any other Transaction Documentthe acts, to make decisions, consents, instructions and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation agreements of Sellers’ Representative taken and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee done pursuant to the terms of this Agreement or any other Transaction Document authority herein granted, and each Seller hereby confirms that (other than the Warrant Cancellation and Payment Acknowledgementi) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may shall do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that of his appointment as Sellers’ Representative of Sellers all such things and (ii) Parent, Xxxxx and the Escrow Agent may rely on such acts, decisions, consents, instructions and agreements of Sellers’ Representative. The Sellers agree that the Sellers’ Representative will not amend be liable to the Sellers for act done or omitted under this Agreement or the Escrow Agreement as Sellers’ Representative while acting in good faith, and any other Transactions Document act taken or omitted to (i) create any personal liability be taken on the advice of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent counsel will be conclusive evidence of such affected Seller good faith. Sellers’ Representative, or group any successor hereafter appointed, may resign and shall be discharged of his duties hereunder upon the appointment of a successor Sellers’ Representative, as hereinafter provided. In case of such resignation, or in the event of the death or inability to act of the then-acting Sellers’ Representative, a successor shall be named from among Sellers by Sellers holding a majority of the Company Equity immediately prior to Closing. Each such successor Sellers’ Representative shall have all the power, authority, rights and privileges hereby conferred upon the original Sellers’ Representative, and the term “Sellers’ Representative” as used herein shall be deemed to include such successor Sellers’ Representative. The appointment of Sellers. This power of attorney is a special power of attorney ’ Representative shall be deemed coupled with an interest and is shall be irrevocable, and shall survive Parent, Xxxxx and any other person (including the Closing Escrow Agent) may conclusively and deathabsolutely rely, disabilitywithout inquiry, legal incapacity, bankruptcy, insolvency, dissolution, or cessation upon any action of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative in all matters identified herein. All notices required to be made or delivered by listing the Parent or Xxxxx to Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the shall be made to Sellers’ Representative acting as attorney-in-fact for such Sellersthe benefit of Sellers and shall discharge in full all notice requirements of Parent or Xxxxx to Sellers with respect thereto. Each SellerParent or Xxxxx may conclusively rely upon, without independent verification or in the case of each Warrantholderinvestigation, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the all decisions made by Sellers’ Representative from any and all liability which may arise in connection with this Agreement and the Escrow Agreement, to the extent Sellers’ Representative’s performance hereunder authority with respect thereto is specifically set forth in good faith and any acts or omissions which this Agreement, as being the decisions of Sellers with respect thereto. The Sellers’ Representative takes on behalf of hereby accepts appointment as the Sellers in accordance with the terms of this limited power of attorney. “Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to Representative” under this Section 5.8Agreement.

Appointment of Sellers’ Representative. (a) Each of The Sellers hereby irrevocably constitute and appoint the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints Founders as the Sellers’ Representative, with full power of substitution agent and resubstitution, its true and lawful attorney-in-fact for himto act on their behalf in connection with this Agreement, her or it and in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents and the Contemplated Transactions, and further agree that the actions of either Founder may serve as an action speaking for both Founders. Without limiting the generality of the foregoing, each of the Founders shall have full power and authority, on behalf of each Seller and their successors and assigns, to: (i) negotiate, execute and deliver and receive deliveries of all agreements, certificates, statements, notices, instructions, approvals, extensions, waivers, undertakings, amendments and other than documents required or permitted to be given in connection with the Warrant Cancellation consummation of the Agreement, other Transaction Documents and Payment Acknowledgement)the Contemplated Transactions; (ii) give and receive notices and communications and receive service of process in connection with any claims under this Agreement, the Escrow Agreement or other Transaction Documents; (iii) agree to, negotiate and enter into settlements and compromises of, assume the defense of claims, and to take all actions necessary or appropriate in his or her judgment for the accomplishment of the foregoing; (iv) take all actions necessary or appropriate in his or her judgment on behalf of the Sellers in connection with this Agreement and the other Transaction Documents, including the issuance, execution and delivery of all notices and instructions to the Escrow Agent on behalf of the Sellers as contemplated therein; (v) accept, negotiate, dispute, make all decisions any determinations or settle any matters in connection with the determination of the Purchase Price, including any adjustments to the Purchase Price or matters relating to the determination of Adjusted Net Working Capital Earn Out Payments; and (vi) deduct, hold back and/or redirect any funds, including, without limitation, the Escrow Amount or other Transaction Documents, which is payable to settle any indemnification claims made by Buyer or any other Indemnitee the Sellers pursuant to the terms of this Agreement or any of the other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend Documents. The authority conferred under this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney will be an agency coupled with an interest and is irrevocableinterest, and shall survive the Closing all authority conferred hereby is irrevocable and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised not subject to termination by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each any Seller, or in by operation of Law or otherwise. Each Seller will be deemed a party or a signatory to any agreement, document, instrument or certificate for which one or both of the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes Founders sign on behalf of such Seller for which the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken Founders have authority pursuant to this Section 5.8Agreement.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, Seller irrevocably constitutes and appoints the Xxxx X. Xxxxxx as Sellers’ Representative, with full power of substitution ' Representative and resubstitution, its as such Seller's true and lawful attorney-in-fact and agent and authorizes Sellers' Representative acting for him, her or it such Seller and in his, her or its such Seller's name, placeplace and stead, in any and stead all capacities to sign, execute, do and deliver any Transaction Documents (other than the Warrant Cancellation perform every act and Payment Acknowledgement) thing required or permitted to be executed by such Seller pursuant to done in connection with this Agreement or any other Transaction Document, (including to make calculate and authorize amendments determine all amounts payable to, or waivers ofby, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgementsuch Seller), as fully to make all decisions relating intents and purposes as such Seller might or could do in person, including taking any and all action on behalf of such Seller from time to time as contemplated hereunder. Each Seller grants unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with this Agreement, the determination of Adjusted Net Working Capital transactions contemplated hereby, as fully to all intents and to settle any indemnification claims made by Buyer purposes as the undersigned might or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)could do in person, hereby ratifying and confirming all that the act Sellers’ ' Representative may lawfully do or cause to be done by virtue hereof hereof. Each Seller acknowledges and agrees that upon execution of this Agreement, upon any delivery by Sellers' Representative of any waiver, amendment, agreement, certificate or other document executed by Sellers' Representative, and such Seller shall be bound by such documents or action as fully as if such Seller had executed and delivered such documents. Sellers shall pay all fees, costs and expenses incurred by Sellers' Representative in performing Sellers' Representatives' duties hereunder. Each Seller acknowledges and agrees that except as otherwise provided herein, all payments owed to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend Sellers pursuant to this Agreement or otherwise shall be paid by Buyer, the Company or their respective designees, as applicable, to Sellers' Representative for subsequent distribution to Sellers. Each Seller further acknowledges that any other Transactions Document payment made to (i) create any personal liability Sellers' Representative on behalf of any Seller shall be deemed to have been directly paid to such Seller and agrees that Buyer's and the Company's respective payment obligations hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent shall be satisfied in full upon receipt by Sellers' Representative of such affected Seller or group of payment and Sellers and Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ ' Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from waive any and all liability which may arise in connection with claims against Buyer or the Sellers’ Representative’s performance hereunder in good faith and Company relating to any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8such payment.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreementdoes hereby make, or in constitute and appoint XX Xxxxxx (the case of Warrantholders"SELLERS' REPRESENTATIVE"), upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the Sellers’ Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for himas his, her or it and its agent, to act in his, her or its name, placeplace and stead, and stead as such Seller's attorney-in-fact, to sign, execute, execute and deliver any Transaction Documents (other than all documents necessary or desirable to carry out the Warrant Cancellation and Payment Acknowledgement) required to be executed by such Seller pursuant to intent of this Agreement or and any other Transaction Document, to make and authorize amendments to, or waivers of, agreements contemplated by this Agreement or any other Transaction Documents (other than including the Warrant Cancellation and Payment AcknowledgementPrincipal Documents), to make all elections or decisions relating to contemplated by this Agreement and any other agreements contemplated by this Agreement (including the determination Principal Documents) including, the initiation or defense of Adjusted Net Working Capital claims for indemnification hereof, and to settle give and receive on behalf of Sellers any indemnification claims made by Buyer and all notices from or to any other Indemnitee Seller or Sellers hereunder, and does hereby give and grant unto the Sellers' Representative the power and authority to do and perform each such act and thing whatsoever that the Sellers may or are required to do pursuant to this Agreement and all of the terms Principal Documents (including the Escrow Agreement and any agreements in furtherance of Section 8.10 of this Agreement) and all other documents and agreements executed and delivered by Sellers in connection with this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12the Principal Documents), hereby ratifying and confirming all that the Sellers’ Representative may do or cause to be done by virtue hereof and to make all determinations amend, modify or supplement any of the foregoing in each such Seller's name, place and elections hereunder stead, as if such Seller had personally done such act, and thereunder; providedXX Xxxxxx as Sellers' Representative hereby accepts such appointment. The death, howeverincapacity, that Sellers’ Representative may not amend this Agreement dissolution, liquidation, insolvency or any other Transactions Document to (i) create any personal liability bankruptcy of any Seller hereunder shall not terminate such appointment or thereunder, (ii) to increase the maximum aggregate indemnification obligation authority and agency of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers' Representative. This power of The power-of-attorney granted in this Section is a special power of attorney coupled with an interest and is irrevocable. Sellers' Representative may resign at any time by giving written notice thereof to the Sellers and Buyer. If at any time hereafter the Sellers' Representative shall resign or otherwise become incapable of acting as Sellers' Representative, a successor Sellers' Representative shall be elected by the affirmative vote of a majority-in-interest of the Sellers or their representatives, in accordance with their respective Percentage Interests. Any such resignation shall be effective upon the appointment or election of such successor and the acceptance of such appointment or election by such successor. Every successor Sellers' Representative appointed hereunder shall execute, acknowledge and deliver to Buyer and each other Seller, an instrument in writing, reasonably satisfactory to the Sellers and Buyer, accepting such appointment hereunder, and thereupon such successor Sellers' Representative, without any further act, shall survive become fully vested with all the Closing rights, immunities and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence powers and shall be subject to all of the applicable Sellerduties and obligations, of its predecessor. This power of attorney Sellers agree jointly and severally to indemnify, defend and hold harmless the Sellers' Representative from and against any and all loss, damage, liability and expense that may be exercised incurred by the Sellers’ ' Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature arising out of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with his acceptance or appointment as Sellers' Representative under this Agreement (except such as may result from the Sellers’ ' Representative’s 's bad faith), including the legal costs and expenses of defending itself against any claim or liability in connection with his performance hereunder under this Agreement and all other documents and agreements executed and delivered by Sellers' Representative in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance connection with the terms of this limited power of attorneyAgreement. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8.77

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this AgreementSeller hereby appoints Raymond A. Frick, or Jr. or, in the case of Warrantholdersevent Raymond A. Frick, upon validly executing and delivering Jr. dies, bexxxxx xxxxxxxx xx xx no longer able or xxxxxxx xx xxxxx xx xuch capacity, then John D. DePaul (the Warrant Cancellation and Payment Acknowledgement, hereby makes, constitutes and appoints the "Sellers’ ' Representative, with full power of substitution and resubstitution, its true and lawful attorney-in-fact for him") to act as his, her or it and in xxx xxxxx xxx the purposes of: (i) delivering to Buyer his, her or its name, place, respective Company Shares; (ii) accepting from Buyer the payment of the immediately available funds portion of the Purchase Price and stead distributing to sign, execute, and deliver each Seller his respective portion of such funds; (iii) receiving any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) notice required or desired to be executed given to Sellers by such Seller Buyer pursuant to this Agreement Agreement; (iv) changing the time, date or place of the Closing; (v) granting any consent or waiver required or desired of Sellers by Buyer pursuant to this Agreement; (vi) amending this Agreement; (vii) terminating or agreeing to terminate this Agreement; (viii) authorizing the distribution to Buyer of all or any other Transaction Document, to make and authorize amendments portion of the Escrow Fund; (ix) agreeing to, or waivers negotiating, entering into settlements and compromises of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating agreeing to the determination payment to Buyer of Adjusted Net Working Capital and any amounts in respect of Damages for which Buyer is entitled to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes be indemnified pursuant to Section 2.12)8 hereof; (x) agreeing, hereby ratifying negotiating, entering into settlements and confirming compromises with respect to the calculation of the Estimated Purchase Price at Closing and to any post-Closing adjustment to the Purchase Price, all that in accordance with Section 2 hereof; and (xi) executing all documents and delivering all documents contemplated by this Agreement. Each Seller shall execute and have notarized a Power of Attorney to the Sellers’ Representative may do or cause to ' Representative, which Power shall be done by virtue hereof irrevocable and to make all determinations and elections hereunder and thereunder; provided, however, that Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunder, (ii) to increase the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocablefor his appointment. A decision, and shall survive the Closing and deathact, disability, legal incapacity, bankruptcy, insolvency, dissolution, consent or cessation of existence of the applicable Seller. This power of attorney may be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature instruction of the Sellers’ ' Representative acting as attorney-in-fact authorized hereunder shall constitute a decision for such Sellers. Each all Sellers and shall be final, binding and conclusive upon each Seller, and Buyer may rely upon any such decision, act, consent or in the case instruction of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, as the case may be, hereby forever releases and discharges the Sellers’ ' Representative as being the decision, act, consent or instruction of every such Seller. Buyer is hereby relieved from any and all liability which may arise in connection with the Sellers’ Representative’s performance hereunder in good faith and to any person for any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers undertaken by Buyer in accordance with such decision, act, consent or instruction from the terms of this limited power of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken pursuant to this Section 5.8' Representative.

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, Seller hereby makes, constitutes irrevocably authorizes and appoints Rxxxxxx X. Xxxxxxx (the “Sellers’ Representative, with full power of substitution ”) as such Seller’s representative and resubstitution, its true and lawful attorney-in-fact for him, her or it and to act in his, her or its name, place, and stead to sign, execute, and deliver any Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement) required to be executed capacity contemplated by such Seller pursuant to this Agreement or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12), hereby ratifying and confirming all that Agreement. If the Sellers’ Representative may do or cause any successor shall resign, die or become unable to be done by virtue hereof and to make all determinations and elections hereunder and thereunder; provided, however, that act as Sellers’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder or thereunderRepresentative, (ii) to increase the maximum aggregate indemnification obligation of a replacement shall be promptly appointed by a writing signed by Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is who hold a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence majority of the applicable Seller. This power of attorney may Shares being sold hereby, which replacement shall thereafter be exercised by the Sellers’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) with the single signature of the Sellers’ Representative acting as attorney-in-fact for such Sellers. Each Seller, or in the case of each Warrantholder, upon validly executing same powers and delivering the Warrant Cancellation and Payment Acknowledgement, duties as the case may be, hereby forever releases and discharges the Sellers’ Representative from any and all liability which may arise in connection with the previous Sellers’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes on behalf of the Sellers in accordance with the terms of this limited power of attorney. Sellers’ Representative shall provide not be liable to any Seller or any other person for anything which he may do or refrain from doing in connection with this Agreement except in the event of fraud, or willful misconduct by Sellers’ Representative. In connection with the exercise of his duties, Sellers’ Representative will be entitled to consult with and rely upon legal counsel and other professional advisors, with the costs thereof to be allocated among the Sellers, and Sellers’ Representative will have no liability hereunder for actions taken in good faith reliance upon the advice of such advisors. Sellers (other than Sellers’ Representative) shall, jointly and severally, indemnify Sellers’ Representative for, and hold him harmless against, any Losses arising out of or in connection with written notice his duties as Sellers’ Representative including the cost and expenses of defending himself against any Losses, except for Losses arising from the fraud or willful misconduct of Sellers’ Representative. SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT LIME ENERGY CO. AND SELLERS (listed on Schedule A) LIME: Lime Energy Co. By. /s/ Jxxxxxx Xxxxxxx Jxxxxxx Xxxxxxx Executive Vice President and CFO SELLERS: For completion by Seller who is a natural person: Signature Print Name For completion by Seller who is not a natural person (trust, partnership, etc.): Print Name of Entity By: ­ ­ Print Name and Title B-16 SCHEDULE A Sellers, Shares, Lime Shares Company Lime Shares Common to be Received Stock Held by by Seller at Name and Address of Seller Seller Closing Rxxxxxx X. Xxxxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 952,846,582 2,023,847 Mxxxxxx X. Xxxxxx Revocable Trust Mxxxxxx Xxxxxx, Trustee 1000 Xxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 62,052,200 131,799 Sxxxx X. Xxxxxxxxxx, M.D. 800 Xxxxxxx Xxxxxx Rockville, MD 20852-4113 10,260,840 21,795 Rxxxxxx X. Xxxxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 6,666,666 14,160 Jxxxx X. Xxxxx c/o Wxxxxxx Xxxxx & Co. 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606-5312 6,666,666 14,160 Jxxx & Dxxxxx Xxxxx c/o Plaza Motors 10000 Xxxxx Xxxxxxxxx Xx. Xxxxx, XX 00000 3,333,333 7,080 Mxxxxxx Xxxxx c/o Wxxxxxx Xxxxx & Co. LLC 200 Xxxx Xxxxx Xxxxxx Chicago, IL 60606 3,333,333 7,080 Dxxxx X. Xxxxxxxxx Victory Park Capital 200 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 3,333,333 7,080 Cxxxxxxxxxx X. Xxxxx 200 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 2,666,667 5,665 Bxxxx Xxxxxxxxxx, M.D. 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 2,585,384 5,492 Cxxxx Xxxxx 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 2,765,555 5,875 Sxxxxx Xxxxx Xxxxxxxxxx 10 Xxxxxxxxx Xxxxxx Pawtucket, RI 02860-5715 3,911,325 8,308 Schedule A Stock Purchase Agreement B-17 SCHEDULE B Exchange Ratio of Lime Common Stock for Company Common Stock Company stockholders shall receive 0.002124 share of Lime Common Stock in exchange for each share of Company Common Stock held by them, which number represents $0.008625 divided by $4.06, the closing price of Lime Stock on November 14, 2008. Schedule B Schedules 3.2(b), 3.4, and 6.11 — which consist of schedules of ADVB outstanding options, warrants, and patent numbers — are omitted. Lime will furnish supplementally a copy of any amendmentsomitted schedule to the Commission upon request. B-19 EXHIBIT 1 RELEASE AGREEMENT This Release Agreement (the “Release”) is entered into as of November 18, waiver2008, or other material actions taken pursuant to this Section 5.8by and between Lime Energy Co., a Delaware corporation (“Lime”) and Advanced Biotherapy, Inc., a Delaware corporation (“Company”).

Appointment of Sellers’ Representative. (a) Each of the Sellers by virtue of their approval of this Agreement, or in the case of Warrantholders, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgement, hereby makes, Stockholder irrevocably constitutes and appoints the SellersStockholders’ Representative, with full power of substitution and resubstitution, its Representative as such Stockholders’ true and lawful attorney-in-fact and agent and authorizes Stockholders’ Representative acting for him, her or it such Stockholder and in his, her or its such Stockholder’s name, placeplace and stead, in any and stead all capacities to sign, execute, do and deliver any Transaction Documents (other than the Warrant Cancellation perform every act and Payment Acknowledgement) thing required or permitted to be executed done in connection with this Agreement, as fully to all intents and purposes as such Stockholder might or could do in person, including taking any and all action on behalf of such Stockholder from time to time as contemplated hereunder. Each Stockholder grants unto Stockholders’ Representative full power and authority to do and perform each and every act and thing necessary or desirable to be done in connection with the transactions contemplated by this Agreement, as fully to all intents and purposes as such Seller pursuant to this Agreement Stockholder might or any other Transaction Document, to make and authorize amendments to, or waivers of, this Agreement or any other Transaction Documents (other than the Warrant Cancellation and Payment Acknowledgement), to make all decisions relating to the determination of Adjusted Net Working Capital and to settle any indemnification claims made by Buyer or any other Indemnitee pursuant to the terms of this Agreement or any other Transaction Document (other than the Warrant Cancellation and Payment Acknowledgement) (including disputes pursuant to Section 2.12)could do in person, hereby ratifying and confirming all that the SellersStockholders’ Representative may lawfully do or cause to be done by virtue hereof hereof. Each Stockholder acknowledges and to make all determinations and elections hereunder and thereunder; providedagrees that upon execution of this Agreement, however, that Sellersupon any delivery by Stockholders’ Representative may not amend this Agreement or any other Transactions Document to (i) create any personal liability of any Seller hereunder waiver, amendment, agreement, opinion, certificate or thereunderother document executed by Stockholders’ Representative, (ii) to increase such Stockholder shall be bound by such documents or action as fully as if such Stockholder had executed and delivered such documents. Upon the maximum aggregate indemnification obligation of Sellers beyond the Indemnification Escrow Amount or (iii) take any action pursuant hereto that could disproportionately affect any Seller or group of Sellers without the prior consent of such affected Seller or group of Sellers. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, disability or cessation incapacity of existence of the applicable Seller. This power of attorney may be exercised by the SellersStockholders’ Representative by listing the Sellers executing such Transaction Document (other than the Warrant Cancellation appointed pursuant to Section 10.1, each Stockholder acknowledges and Payment Acknowledgement) with the single signature of the Sellersagrees that Stockholders’ Representative acting as attorney-in-fact for such Sellers. Each SellerRepresentative’s executor, guardian or in the case of each Warrantholder, upon validly executing and delivering the Warrant Cancellation and Payment Acknowledgementlegal representative, as the case may be, hereby forever releases shall appoint a replacement reasonably believed by such person as capable of carrying out the duties and discharges performing the Sellersobligations of Stockholders’ Representative from hereunder within [***] of such death, disability or incapacity. Each Stockholder agrees that Purchaser shall be entitled to rely on any and all liability which may arise in connection with the Sellersaction taken by Stockholders’ Representative’s performance hereunder in good faith and any acts or omissions which the Sellers’ Representative takes , on behalf of Stockholders, pursuant to Section 10.1(a) (each, an “Authorized Action”), and that each Authorized Action shall be binding pro rata on each Stockholder as fully as if such Stockholder had taken such Authorized Action. Notwithstanding anything to the Sellers contrary in this Agreement or any other agreement, instrument or document related to the transactions contemplated in this Agreement, including agreements, instruments or documents entered into following the Closing (collectively, “Ancillary Agreements”), the Stockholders’ Representative shall only have the power or authority to act regarding matters pertaining to the Stockholders as a group and not individually, shall not have the power or authority to treat any particular Stockholder in a manner different from any other Stockholder (except as consistent with such Stockholder’s pro rata portions of the Closing Cash Consideration or as otherwise in accordance with this Agreement), and shall not have any power or authority to take any action (including without limitation by amending, modifying or waiving any provision of this Agreement or any other Ancillary Agreement or otherwise) or enter into any agreement that (i) adds to or results in an increase of any Stockholder’s indemnity or other obligations or liabilities under this Agreement or any Ancillary Agreement (including without limitation imposing joint or joint and several liability on the Stockholders or any change to the nature of the indemnity obligations or the limitations on the Stockholders’ liability), (ii) results in the amounts payable under this Agreement or an Ancillary Agreement to any Stockholder being distributed in any manner other than as specified pursuant to this Agreement or an Ancillary Agreement, (iii) alters the consideration payable to any Stockholder pursuant to this Agreement or an Ancillary Agreement (except in accordance with the contingencies, conditions and other provisions set forth in this Agreement), or (iv) binds any Stockholder to any obligations or restrictions applicable to such Stockholder beyond the subject matter of an indemnifiable claim, in each case without such Stockholder’s prior written approval (which the Stockholders’ Representative has no authority to give on behalf of such Stockholder). For the avoidance of doubt, the Stockholders’ Representative consenting to all or a portion of an indemnification claim, or entering into a settlement agreement with respect thereto, in accordance with the procedures, limitations of liability and Stockholders’ Representative authority set forth in this Agreement (as of the date of this Agreement and as amended in compliance the terms of this limited power Agreement) shall not be deemed to implicate or require the prior written approval of attorney. Sellers’ Representative shall provide Sellers with written notice of any amendments, waiver, or other material actions taken Stockholders pursuant to this Section 5.8(i) through (iii) of the previous sentence.